Software support and maintenance agreement

Support and maintenance is where a software supplier's revenue continues after the licence fee, and the agreement has to define a service that can be delivered year after year without becoming free development: what support covers and what it does not, which versions are supported and for how long, the speed at which the supplier responds and what the customer must do first, what updates and upgrades are included and on what licence, and what happens to fees on renewal. I draft that agreement for a fixed fee of £995, delivered in five working days.

Who this is for

Software suppliers in England and Wales providing ongoing support and maintenance for on-premise software, bespoke systems they built, or components they license, to business customers under an annual agreement.

What matters in a support and maintenance agreement

The support services and what is excluded

The agreement should define support as help with the software's use, diagnosis of reported faults and correction of defects (errors that stop the software performing as documented), and maintenance as the supply of updates, and should exclude work that is development by another name: new features, changes required by the customer's changed requirements, integration with new systems, data recovery, training, and problems caused by the customer's modifications, environment or misuse, all chargeable at stated rates. The supplier's obligation is reasonable care and skill under section 13 of the Supply of Goods and Services Act 1982 in providing the defined service.

Supported versions and the end of support

The agreement should say which versions the supplier supports (the current release and a stated number of previous ones), that support for a version ends after a stated period following the release of its successor, that the customer must install updates to remain supported, and that the supplier may end support for the product on a stated notice with an option for extended support at a price; a customer running a version five years old is asking for a service the supplier did not price.

Response, resolution and the customer's part

The agreement should define priority levels by impact, commit to response times and target resolution times or workarounds for each, set the support hours and channels, and require the customer to report faults through the channel with the information the supplier needs, to have a trained contact, to apply workarounds and updates, and to give remote access where needed, because a fault the supplier cannot reproduce cannot be fixed to a timetable.

Updates, upgrades and the licence to them

The agreement should distinguish updates (corrections and minor enhancements, included), upgrades (new versions with material new functionality, included or chargeable as stated) and new products (not included), say that updates are licensed under the same licence as the software and remain the supplier's under the Copyright, Designs and Patents Act 1988, that the customer's licence to the software does not depend on maintenance continuing, and that the supplier decides the content and timing of releases. Where the software was bespoke and assigned to the customer, updates should be assigned on the same basis on payment.

Fees, renewal and increases

The agreement should state the annual fee as a percentage of the licence fee or a fixed sum, payable in advance, with renewal for successive years unless notice is given a stated period before, increases on renewal by index or on notice, reinstatement fees where a customer lets support lapse and returns, interest under the Late Payment of Commercial Debts (Interest) Act 1998, and suspension of support for non-payment after notice. Where the customer is a consumer, the renewal must meet Schedule 2 to the Consumer Rights Act 2015 and the subscription rules under Part 4 of the Digital Markets, Competition and Consumers Act 2024, though most support agreements are business contracts.

Termination and the position without support

The agreement should terminate for breach and insolvency and on notice at the end of a term, and should say what the customer keeps without support: the software under its licence as it stands at termination, no further updates, no access to the support desk, and, where the software was bespoke, its source code as the development agreement provided. Liability should be capped at the annual support fee with consequential loss excluded, tested under section 11 of the Unfair Contract Terms Act 1977, and third-party rights excluded under the Contracts (Rights of Third Parties) Act 1999.

What it costs

SaaS or technology contract, £995. One contract drafted for how your product or service is sold, delivered and supported. Five working days.

Buying online forms the engagement on payment. The scope is what the saas and technology contracts page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A bespoke contract drafted for how your product is sold, delivered and supported
• Service levels you can meet, with remedies that are proportionate rather than aspirational
• A liability position that is defensible and will survive enterprise procurement
• IP and data provisions that fit together rather than contradicting each other
• A commercial note on where you will get pushback and what is worth conceding
• One round of amendments

What is not included

• Negotiating individual enterprise deals, which I quote separately
• Advice on the law of jurisdictions outside England and Wales
• Technical security certification or audit
• Regulatory advice for regulated sectors such as financial services or health

Questions I am often asked

A customer wants a feature added under the support contract. Do we have to?

Not if the agreement defines support as correction of defects and excludes new features, which it does. The feature is chargeable at the stated rates or under a separate development agreement.

Can we stop supporting an old version?

The agreement allows it, on the terms it sets: a stated period after the successor release, with notice, and an extended support option at a price. Customers who do not upgrade are choosing the price.

The customer let support lapse two years ago and now wants it back. What do we charge?

The agreement provides for a reinstatement fee, usually the lapsed years' fees or a stated percentage, before support resumes. Without the clause, the supplier is negotiating from nothing.

Related guidance and services

• SaaS and technology contracts, £995, the service this page describes
• Contract review, £495
• Data protection agreements and privacy terms, £795
• End user licence agreement for downloadable software
• Source code escrow: when it is worth it

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.